<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003


     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     FOR THE TRANSITION PERIOD FROM - TO --

                         Commission file number 0-30665

                          CNB Financial Services, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)




     United States of America                             55-0773918
------------------------------------------------  ------------------------------
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)


101 S. Washington Street, Berkeley Springs, WV             25411
------------------------------------------------  ------------------------------
  (Address of principal executive offices)               (Zip Code)



Issuer's telephone number, (304) 258 - 1520
                           ----- ---   ----

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 YES [X] NO [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                                 YES [ ] NO [X]

The aggregate value of the common stock of the Registrant that was held by
non-affiliates as of the most recently completed second fiscal quarter (June 30,
2002), was approximately $32.7 million. This amount was based on the last
closing sale price of a share of common stock of $85.00 as of the same date.

    Common Stock $1 par value, 458,048 shares outstanding as of May 12, 2003



<PAGE>


                          CNB FINANCIAL SERVICES, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
 PART 1:        FINANCIAL INFORMATION                                                           PAGE

<S>                                                                                                <C>
       Item 1. Financial Statements

                 Consolidated Statements of Financial Condition as of March 31, 2003 (Unaudited)
                   and December 31, 2002...........................................................3

                 Consolidated Statements of Income for the Three Months ended
                   March 31, 2003 and 2002 (Unaudited) ............................................4

                 Consolidated Statements of Changes in Shareholders' Equity for the Three
                   Months Ended March 31, 2003 (Unaudited) and the Year Ended December 31, 2002....5

                 Consolidated Statements of Cash Flows for the Three Months
                   Ended March 31, 2003 and 2002 (Unaudited).......................................6

                 Notes to Consolidated Financial Statements (Unaudited)............................7

     Item 2.     Management's Discussion and Analysis of Financial Condition and
                   Results of Operations for the Three Months ended March 31, 2003.................11

     Item 3.     Quantitative and Qualitative Disclosures about Market Risk........................17

     Item 4.     Controls and Procedures...........................................................18


PART II:       OTHER INFORMATION

      Item 1.    Legal  Proceedings................................................................20

      Item 6.    Exhibits and Reports on Form 8-K..................................................20

                 SIGNATURES........................................................................21
</TABLE>


                           Forward-Looking Statements

          The Private Securities Litigation Reform Act of 1995 indicates that
the disclosure of forward-looking information is desirable for investors and
encourages such disclosure by providing a safe harbor for forward-looking
statements that involve risk and uncertainty. All statements other than
statements of historical fact included in this Form 10-Q including statements in
Management's Discussion and Analysis of Financial Condition and Results of
Operations are, or may be deemed to be, forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. In order to comply with the terms of the safe
harbor, CNB notes that a variety of factors could cause CNB's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in those forward-looking statements. These factors could
include the following possibilities: (1) competitive pressures among depository
and other financial institutions may increase significantly; (2) changes in the
interest rate environment may reduce margins; (3) general economic conditions
may become unfavorable resulting in reduced credit quality or demand for loans;
(4) legislative or regulatory changes; and (5) competitors may have greater
financial resources and develop products that enable them to compete more
successfully than CNB.


                                       2
<PAGE>


             CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                         MARCH 31,         DECEMBER 31,
        ASSETS                                             2003                2002
                                                       ------------        ------------
                                                        (Unaudited)

<S>                                                    <C>                 <C>
  Cash and due from banks                              $  6,231,862        $  7,832,735
  Federal funds sold                                        891,587           4,127,299
  Securities available for sale
     (at approximate market value)                       46,523,234          43,429,902
  Federal Home Loan Bank stock, at cost                     600,600             429,000
  Federal Reserve Bank stock, at cost                       129,650             129,650
  Loans and lease receivable, net                       131,091,071         128,330,303
  Accrued interest receivable                               952,852             891,986
  Foreclosed real estate (held for sale), net                 1,800               1,800
  Premises and equipment, net                             4,779,850           4,800,135
  Cash surrender value of life insurance                    994,844             964,179
  Intangible assets                                          94,312              96,483
  Other assets                                              421,211             568,608
                                                       ------------        ------------

     TOTAL ASSETS                                      $192,712,873        $191,602,080
                                                       ============        ============


     LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
  Deposits:
        Demand                                         $ 26,333,588        $ 26,663,469
        Interest-bearing demand                          31,348,962          30,087,763
        Savings                                          22,519,914          21,489,855
        Time, $100,000 and over                          37,056,123          37,433,561
        Other time                                       56,584,777          57,387,901
                                                       ------------        ------------
                                                       $173,843,364        $173,062,549
  Accrued interest payable                                1,023,620           1,010,086
  Deferred income taxes                                      48,935             158,269
  Accrued expenses and other liabilities                  1,389,970           1,101,158
                                                       ------------        ------------

     TOTAL LIABILITIES                                 $176,305,889        $175,332,062
                                                       ------------        ------------

SHAREHOLDERS' EQUITY
  Common stock, $1 par value; 5,000,000  shares
       authorized; 458,048 shares outstanding          $    458,048        $    458,048
  Capital surplus                                         3,863,592           3,863,592
  Retained earnings                                      11,582,726          11,267,374
  Accumulated other comprehensive income                    502,618             681,004
                                                       ------------        ------------

     TOTAL SHAREHOLDERS' EQUITY                        $ 16,406,984        $ 16,270,018
                                                       ------------        ------------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $192,712,873        $191,602,080
                                                       ============        ============
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.




                                       3
<PAGE>


                   CNB FINANCIAL SERVICES, INC AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                    MARCH 31,
                                                             2003               2002
                                                         -----------        -----------
<S>                                                      <C>                <C>
INTEREST INCOME
   Interest and fees on loans                            $ 2,320,147        $ 2,210,123
   Interest and dividends on securities:
      U.S. Government agencies and
         corporations                                        341,234            580,003
      Mortgage backed securities                             161,779              4,282
      State and political subdivisions                        13,112              7,363
      Other                                                    4,599              8,065
   Interest on federal funds sold                              7,527             13,317
                                                         -----------        -----------
                                                         $ 2,848,398        $ 2,823,153
                                                         -----------        -----------
INTEREST EXPENSE
   Interest on interest bearing demand,
     savings and time deposits                           $ 1,216,268        $ 1,382,583
   Interest on federal  funds purchased                          146                  -
                                                         -----------        -----------
                                                         $ 1,216,414        $ 1,382,583
                                                         -----------        -----------

           NET INTEREST INCOME                           $ 1,631,984        $ 1,440,570

PROVISION FOR LOAN LOSSES                                     51,000             73,000
                                                         -----------        -----------

           NET INTEREST INCOME AFTER
               PROVISION FOR LOAN LOSSES                 $ 1,580,984        $ 1,367,570
                                                         -----------        -----------

NONINTEREST INCOME
   Service charges on deposit accounts                   $   190,789        $   148,202
   Other service charges, commissions
      and fees                                                91,883             67,365
   Insurance income                                           24,271             25,331
   Other operating income                                     18,849             36,953
   Net gain (loss) on sale of securities                      44,595             54,125
   Income from title company                                  10,250             14,000
   Gain (loss) on sale of other real estate owned                  -               (635)
                                                         -----------        -----------
                                                         $   380,637        $   345,341
                                                         -----------        -----------
NONINTEREST EXPENSES
   Salaries                                              $   679,389        $   531,672
   Employee benefits                                         212,220            188,227
   Occupancy of premises                                      72,013             77,766
   Furniture and equipment expense                           117,537             87,091
   Other operating expenses                                  402,499            422,157
                                                         -----------        -----------
                                                         $ 1,483,658        $ 1,306,913
                                                         -----------        -----------

            INCOME BEFORE INCOME TAXES                   $   477,963        $   405,998

PROVISION FOR INCOME TAXES                                   162,611            132,217
                                                         -----------        -----------

            NET INCOME                                   $   315,352        $   273,781
                                                         ===========        ===========

BASIC EARNINGS PER SHARE                                 $      0.69        $      0.60
                                                         ===========        ===========
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.






                                       4
<PAGE>


                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    ACCUMULATED
                                                                                                       OTHER            TOTAL
                                                     COMMON           CAPITAL        RETAINED      COMPREHENSIVE      SHAREHOLDERS'
                                                      STOCK           SURPLUS        EARNINGS          INCOME           EQUITY
                                                   ------------    ------------    ------------     ------------     ------------

<S>                                                <C>             <C>             <C>              <C>              <C>
BALANCE, DECEMBER 31, 2001                         $    458,048    $  3,863,592    $ 10,426,618     $    177,979     $ 14,926,237
                                                                                                                     ------------
Comprehensive income:
   Net income for 2002                                        -               -       1,307,965                -        1,307,965
  Change in unrealized gains
    (losses) on securities
    available for sale (net of tax of $308,306)               -               -               -          503,025          503,025
                                                                                                                     ------------
Total Comprehensive Income                                    -               -               -                -        1,810,990
                                                                                                                     ------------
Cash dividends ($1.02 per share)                              -               -        (467,209)               -         (467,209)
                                                   ------------    ------------    ------------     ------------     ------------

BALANCE, DECEMBER 31, 2002                         $    458,048    $  3,863,592    $ 11,267,374     $    681,004     $ 16,270,018
Comprehensive income:
   Net income for three months
       ended March 31, 2003                                   -               -         315,352                -          315,352
  Change in unrealized gains
    (losses) on securities
    available for sale (net of tax of $109,334)               -               -               -         (178,386)        (178,386)
                                                                                                                     ------------
Total Comprehensive Income                                    -               -               -                -          136,966
                                                   ------------    ------------    ------------     ------------     ------------

BALANCE, MARCH 31, 2003                            $    458,048    $  3,863,592    $ 11,582,726     $    502,618     $ 16,406,984
                                                   ============    ============    ============     ============     ============
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.



                                       5
<PAGE>

                  CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                                                                   MARCH 31,
                                                                         -----------------------------
                                                                              2003             2002
                                                                         ------------     ------------

<S>                                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                               $    315,352     $    273,781
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                            122,644           88,572
     Provision for loan losses                                                 51,000           73,000
     Net (gain) on sale of securities                                         (44,595)         (54,125)
     Loss on sale of real estate owned                                              -              635
     (Increase) in accrued interest receivable                                (60,866)        (172,039)
     Decrease in other assets                                                 212,436          353,243
     Increase (decrease) in accrued interest payable                           13,534          (91,065)
     (Increase) in cash surrender value on life insurance in excess
          of premiums paid                                                    (15,000)          (9,079)
     Increase in accrued expenses and other liabilities                       288,812           94,597
     Amortization of deferred loan (fees) cost                                 10,551           19,434
     Amortization (accretion) of premium and discount on investments           41,208            2,428
                                                                         ------------     ------------
         NET CASH PROVIDED BY OPERATING ACTIVITIES                       $    935,076     $    579,382
                                                                         ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Net (increase) in loans                                             $ (2,822,319)    $   (717,459)
     Proceeds from sales of securities                                      3,196,279        2,566,067
     Proceeds from maturities of securities                                 9,028,456        6,750,000
     Purchases of securities                                              (15,774,000)      (8,028,906)
     Purchases of premises and equipment                                     (165,227)        (270,632)
     Proceeds from sales of other real estate owned, net                            -           14,263
     Net (increase) decrease in federal funds sold                          3,235,712       (4,975,474)
     Premiums paid on life insurance                                          (15,665)          (5,921)
                                                                         ------------     ------------
         NET CASH (USED IN) INVESTING ACTIVITIES                         $ (3,316,764)    $ (4,668,062)
                                                                         ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in demand and savings deposits                          $  1,961,377     $  3,511,742
    Net increase (decrease) in time deposits                               (1,180,562)       2,346,057
                                                                         ------------     ------------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                       $    780,815     $  5,857,799
                                                                         ------------     ------------

         NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            $ (1,600,873)    $  1,769,119
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                              7,832,735        4,229,810
                                                                         ------------     ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                               $  6,231,862     $  5,998,929
                                                                         ============     ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period:
               Interest                                                  $  1,229,802     $  1,473,649
     Net transfer to foreclosed real estate, held for sale from loans
            receivable                                                   $          -     $     30,000
</TABLE>


The Notes to Consolidated Financial Statements are an integral part of these
statements.





                                       6
<PAGE>


                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1.  Basis of Presentation

                  In the opinion of CNB, the accompanying unaudited consolidated
         financial statements contain all adjustments (consisting of only normal
         recurring accruals) necessary for a fair presentation of CNB financial
         condition as of March 31, 2003 and the results of operations for the
         three months ended March 31, 2003 and 2002 and cash flows for the three
         months ended March 31, 2003 and 2002.

                  The accompanying unaudited financial statements have been
         prepared in accordance with the instructions for Form 10-Q. These
         financial statements should be read in conjunction with the
         consolidated financial statements and the notes included in the CNB's
         Annual Report for the year ended December 31, 2002.

         Reclassifications:
                  Certain 2002 amounts have been reclassified to conform with
         2003 classifications. Such reclassifications had no effect on financial
         position and results of operations.

Note 2.  Securities

                  The amortized cost and estimated market value of debt
         securities at March 31, 2003 and December 31, 2002 by contractual
         maturity are shown below. Expected maturities will differ from
         contractual maturities because borrowers may have the right to call or
         prepay obligations with or without call or prepayment penalties.

         Securities are summarized as follows:


<TABLE>
<CAPTION>

                                                               MARCH 31, 2003                         WEIGHTED
                                       ----------------------------------------------------------     AVERAGE
                                                           GROSS          GROSS       ESTIMATED         TAX
                                          AMORTIZED      UNREALIZED     UNREALIZED       FAIR        EQUIVALENT
                                            COST           GAINS          LOSSES         VALUE         YIELD
                                         -----------    -----------    -----------    ------------------------
<S>                                      <C>            <C>            <C>            <C>              <C>
Available for sale:
    U.S. Government agencies
      and corporations
      Within one year                    $ 2,010,242    $    26,093    $         -      2,036,335      3.99%
      After 1 but within 5 years           9,378,468        403,904              -      9,782,372      4.69
      After 5 but within 10 years         19,632,556        164,219             58     19,796,717      4.61
                                         -----------    -----------    -----------    -----------
                                         $31,021,266    $   594,216    $        58    $31,615,424      4.60%
                                         -----------    -----------    -----------    -----------

    States and political subdivisions
      Within one year                    $   350,000    $     7,235    $         -    $   357,235      6.21%
      After 5 but within 10 years            775,000         35,394              -        810,394      6.22
                                         -----------    -----------    -----------    -----------
                                         $ 1,125,000    $    42,629    $         -    $ 1,167,629      6.22%
                                         -----------    -----------    -----------    -----------

    Mortgage backed securities           $13,566,293    $   200,229    $    26,341    $13,740,181      5.14%
                                         -----------    -----------    -----------    -----------

Total securities available for sale      $45,712,559    $   837,074    $    26,399    $46,523,234      4.80%
                                         ===========    ===========    ===========    ===========

Restricted:
    Federal Reserve Bank stock           $   129,650    $         -    $         -    $   129,650      6.00%
    Federal Home Loan Bank stock             600,600              -              -        600,600      3.25
                                         -----------    -----------    -----------    -----------
Total restricted investments             $   730,250    $         -    $         -    $   730,250      3.74%
                                         ===========    ===========    ===========    ===========
</TABLE>



                                       7
<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


         Note 2.   Securities (continued)


<TABLE>
<CAPTION>

                                                                       DECEMBER 31, 2002                               WEIGHTED
                                       -------------------------------------------------------------------------        AVERAGE
                                                                   GROSS              GROSS            ESTIMATED          TAX
                                              AMORTIZED          UNREALIZED         UNREALIZED           FAIR          EQUIVALENT
                                                COST               GAINS              LOSSES             VALUE           YIELD
                                             -----------        -----------        -----------        ---------------------------
<S>                                          <C>                <C>                   <C>             <C>               <C>
Available for sale:
    U.S. Government agencies
      and corporations
      Within one year                        $ 5,300,481        $    26,917           $      -        $ 5,327,398       4.75%
      After 1 but within 5 years               9,880,564            496,919                  -         10,377,483       4.76
      After 5 but within 10 years             12,135,426            187,756                  -         12,323,182       4.99
                                             -----------        -----------           --------        -----------
                                             $27,316,471        $   711,592           $      -        $28,028,063       4.86%
                                             -----------        -----------           --------        -----------

    States and political subdivisions
      Within one year                        $   350,000        $     9,747           $      -        $   359,747       8.27%
      After 5 but within 10 years                775,000             21,967                  -            796,967       6.22
                                             -----------        -----------           --------        -----------
                                             $ 1,125,000        $    31,714           $      -        $ 1,156,714       6.86%
                                             -----------        -----------           --------        -----------

    Mortgage backed securities               $13,890,037        $   355,088           $      -        $14,245,125       5.20%
                                             -----------        -----------           --------        -----------

Total securities available for sale          $42,331,508        $ 1,098,394           $      -        $43,429,902       5.02%
                                             ===========        ===========           ========        ===========

Restricted:
    Federal Reserve Bank stock               $   129,650        $         -           $      -        $   129,650       6.00%
    Federal Home Loan Bank stock                 429,000                  -                  -            429,000       3.25
                                             -----------        -----------           --------        -----------
Total restricted investments                 $   558,650        $         -           $      -        $   558,650       3.89%
                                             ===========        ===========           ========        ===========
</TABLE>



          The carrying value of securities pledged to secure public deposits and
     for other purposes as required or permitted by law totaled $12,273,543 at
     March 31, 2003 and $12,864,841 at December 31, 2002.

          Proceeds from sales of securities available for sale (excluding
     maturities) during the three months ended March 31, 2003 and the year ended
     December 31, 2002 were $3,196,279 and $7,075,471, respectively. Gross gains
     (losses) of $47,746 and $(3,151) during the three months ended March 31,
     2003 and $78,028 and $(-0-) for the year ended December 31, 2002 were
     realized on the respective sales.



                                       8
<PAGE>


                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 3.   Loans and Lease Receivable

                  Major classifications of loans at March 31, 2003 and December
          31, 2002, were as follows:

                                        MARCH 31,            DECEMBER 31,
                                          2003                  2002
                                      -------------         -------------

Loans:
  Real estate                         $  86,906,000         $  83,239,409
  Commercial real estate                 18,281,818            13,934,900
  Consumer                               18,502,344            22,575,379
  Commercial                              8,168,260             9,684,720
  Overdrafts                                415,421                72,763
                                      -------------         -------------
                                      $ 132,273,843         $ 129,507,171

Lease:                                      134,965               135,341
                                      -------------         -------------
                                      $ 132,408,808         $ 129,642,512
Net deferred loan fees, costs,
    premiums and discounts                  196,489               172,239
Allowance for loan losses                (1,514,226)           (1,484,448)
                                      -------------         -------------
                                      $ 131,091,071         $ 128,330,303
                                      =============         =============





          An analysis of the allowance for possible loan losses is as follows:


<TABLE>
<CAPTION>
                                          MARCH 31,                     DECEMBER 31,
                                -------------------------------         -----------
                                    2003                2002                2002
                                -----------         -----------         -----------

<S>                             <C>                 <C>                 <C>
Balance, Beginning              $ 1,484,448         $ 1,336,960         $ 1,336,960
    Provision charged to
        operations                   51,000              73,000             261,000
    Recoveries                       12,257               8,793              37,230
    Loans charged off               (33,479)            (44,829)           (150,742)
                                -----------         -----------         -----------
Balance, Ending                 $ 1,514,226         $ 1,373,924         $ 1,484,448
                                ===========         ===========         ===========
</TABLE>



                  Loans are placed in nonaccrual status when, in the judgement
         of management, the probability of collection of interest is deemed to
         be insufficient to warrant further accrual. When interest accruals are
         discontinued, interest credited to income is reversed. Nonaccrual loans
         are restored to accrual status when all delinquent principal and
         interest becomes current or the loan is considered secured and in the
         process of collection. Certain loans that are determined to be
         sufficiently collateralized may continue to accrue interest after
         reaching 90 days past due. A summary of nonperforming loans is as
         follows:


<TABLE>
<CAPTION>
                                                                      MARCH 31,      DECEMBER 31,
                                                              ----------------------------------------
                                                                  2003            2002            2002
                                                              --------        ------------------------

<S>                                                           <C>             <C>             <C>
Nonaccrual  loans                                             $ 98,872        $171,578        $ 12,711
Loans past due 90 days or more still accruing interest         556,457         125,861         553,170
                                                              --------        --------        --------
     Total                                                    $655,329        $297,439        $565,881
                                                              ========        ========        ========
</TABLE>


                                       9
<PAGE>




                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 3.  Loans and Lease Receivable (continued)

                  Proceeds from sale of loans during the three months ended
         March 31, 2003 and the year ended December 31, 2002 were $0. There were
         no gains or losses on sale of loans.

Note 4.  Time Deposits

                  At March 31, 2003, the scheduled maturities of time deposits
are as follows:

                                       TIME DEPOSITS         ALL TIME
                                     $100,000 AND OVER       DEPOSITS
                                     -----------------       --------

         Within 3 months                $ 8,573,343        $18,600,338
         3 months thru 6 months           5,037,003         10,403,776
         6 months thru 12 months          7,425,928         17,184,605
         Over 12 months                  16,019,849         47,452,181
                                        -----------        -----------
                                        $37,056,123        $93,640,900
                                        ===========        ===========





                                       10
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

GENERAL

                  CNB Financial Services, Inc. ("CNB" or the "Company") was
         organized under the laws of West Virginia in March 2000 at the
         direction of the Board of Directors of Citizens National Bank (the
         "Bank") for the purpose of becoming a financial services holding
         company. The Company's primary function is to direct, plan and
         coordinate the business activities for the Bank and its subsidiary. We
         refer to the Company and its subsidiary as "CNB".

                  On August 31, 2000, the Bank, via merger, became a
         wholly-owned subsidiary of the Company and the shareholders of the Bank
         became shareholders of the Company. Each Bank shareholder received two
         shares of the Company stock for each share of the Bank's common stock.
         The merger was accounted for as a pooling of interests.

                  The Bank was organized on June 20, 1934, and has operated in
         Berkeley Springs in Morgan County, West Virginia, as a national banking
         association continuously since that time. The Bank is a full-service
         commercial bank conducting general banking and trust activities through
         four full-service offices and three automated teller machines located
         in Morgan and Berkeley Counties, West Virginia. The Bank formed CNB
         Insurance Services, Inc., a wholly owned subsidiary, which is a
         property and casualty insurance agency selling primarily personal lines
         of insurance.

                  The Bank purchased a parcel of land in Berkeley County, West
         Virginia on April 20, 2001 for $450,000 to construct a new branch
         facility. The Bank leased a parcel of land adjacent to the purchased
         land and rented a temporary facility in which to conduct business while
         the permanent bank building was under construction. The temporary
         facility opened for business in August 2001. Construction on the
         permanent facility began in September 2001 and was completed in March
         2002. On March 18, 2002, the temporary facility was closed, and the new
         branch building opened.

                  The following discussion and analysis presents the significant
         changes in financial condition and results of operations of CNB for the
         three months ended March 31, 2003 and 2002. This discussion may include
         forward-looking statements based upon management's expectations. Actual
         results may differ. We have rounded amounts and percentages used in
         this discussion and have based all average balances on monthly
         averages.

EARNINGS SUMMARY

                  Net income for the three months ended March 31, 2003 was
         $315,000 or $0.69 per share compared to $274,000 or $0.60 per share for
         the same period in 2002. Annualized return on average assets and
         average equity were .65% and 7.65% respectively, for the three months
         ended March 31, 2003, compared with .62% and 7.23%, respectively, for
         the three months ended March 31, 2002.

NET INTEREST INCOME

                  Net interest income represents the primary component of CNB's
         earnings. It is the difference between interest and fee income related
         to earning assets and interest expense incurred to carry
         interest-bearing liabilities. Changes in the volume and mix of interest
         earning assets and interest bearing liabilities, as well as changing
         interest rates impact net interest income. To manage these changes,
         their impact on net interest income and the risk associated with them,
         CNB utilizes an ongoing asset/liability management program. This
         program includes analysis of the difference between rate sensitive
         assets and rate sensitive liabilities, earnings sensitivity to rate
         changes, and source and use of funds. A discussion of net interest
         income and the factors impacting it is presented below.


                                       11
<PAGE>

                  Net interest income for the three months ended March 31, 2003
         increased by $191,000 or 13.3% over the same period in 2002. Interest
         income for the three months ended March 31, 2003 increased by $25,000
         or 0.9% compared to the same period in 2002, while interest expense
         decreased by $166,000 or 12.0% during the three months ended March 31,
         2003, as compared to the same period in the prior year.

                  Increased net interest income for the three month period is
         attributable to a significantly higher level of net interest earning
         assets offset by a decrease in the rates earned thereon. The Bank's
         loan growth has continued to increase due to refinancing and customer
         debt consolidation. Due to the higher loan demand, the Bank has
         experienced a shift in the asset mix from lower yielding overnight
         federal funds and investment securities to higher yielding loans. The
         decrease in the rates earned on interest earning assets is due to the
         current economic conditions. Although deposit growth remains strong,
         the substantial deposit growth the Bank experienced in 2002 has leveled
         off. The Bank's increased loan demand and static deposit growth has
         resulted in an increased loan to deposit ratio. Although, the average
         balance on all interest bearing liabilities increased, total interest
         expense decreased due to a decrease in the average rates paid on all
         interest bearing liabilities.

                  During the first quarter of 2003 compared to the same period
         in 2002, average net interest earning assets increased $15.8 million or
         9.6% and average net interest bearing liabilities increased $10.0
         million or 7.2% resulting in increased net interest income. CNB
         experienced a 10 basis point increase in the net interest margin. The
         72 basis point decrease in rates paid on average interest bearing
         liabilities offset by a 57 basis point decrease in rates earned on
         average interest earning assets contributed to the increase in the net
         interest margin. See Table 1 - Distribution of Assets, Liabilities, and
         Shareholders' Equity; Interest Rates and Interest Differential.

                  The net interest margin is impacted by the change in the
         spread between yields on earning assets and rates paid on interest
         bearing liabilities.



                                       12
<PAGE>

     TABLE 1. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
                    INTEREST RATES AND INTEREST DIFFERENTIAL

<TABLE>
<CAPTION>
                                                               MARCH 31, 2003                              MARCH 31, 2002
                                               ---------------------------------------      ----------------------------------------
                                                QTR AVERAGE        QTR         YIELD/        QTR AVERAGE       QTR         YIELD/
                                                  BALANCE       INTEREST      RATE (4)         BALANCE       INTEREST      RATE (4)
                                               ---------------------------------------      ----------------------------------------
                                                                             (IN THOUSANDS OF DOLLARS)

<S>                                               <C>           <C>              <C>           <C>           <C>              <C>
Interest earning assets:
    Federal funds sold                            $   2,106     $     8          1.15%         $   3,195     $    13          1.63%
    Securities:
      Taxable                                        45,775         511          4.47             48,378         596          4.93
      Tax-exempt (1)                                    907           9          6.01                297           4          8.16
    Loans (net of unearned interest) (2)(5)(6)      131,321       2,231          6.80            112,477       2,140          7.61
                                               --------------------------------------      ---------------------------------------
        Total interest earning assets (1)         $ 180,109     $ 2,759          6.13%         $ 164,347     $ 2,753          6.70%
                                               --------------------------------------      ---------------------------------------

Nonearning assets:
    Cash and due from banks                       $   6,485                                    $   5,018
    Bank premises and equipment, net                  4,798                                        4,381
    Other assets                                      3,254                                        2,450
    Allowance for loan losses                        (1,496)                                      (1,368)
                                               -------------                               --------------
        Total assets                              $ 193,150                                    $ 174,828
                                               =============                               ==============

Interest bearing liabilities:
    Savings deposits                              $  21,723     $    27          0.50%         $  18,021     $    41          0.91%
    Time deposits                                    95,714       1,108          4.63             93,962       1,248          5.31
    NOW accounts                                     24,217          70          1.16             20,734          78          1.50
    Money market accounts                             6,157          11          0.71              5,125          16          1.25
                                               --------------------------------------      ---------------------------------------
        Total interest bearing liabilities        $ 147,811     $ 1,216          3.29%         $ 137,842     $ 1,383          4.01%
                                               --------------------------------------      ---------------------------------------

Noninterest bearing liabilities:
    Demand deposits                               $  26,475                                     $ 19,988
    Other liabilities                                 2,381                                        1,961
    Shareholders' equity                             16,483                                       15,037
                                               -------------                               --------------
        Total liabilities and
           shareholders' equity                   $ 193,150                                    $ 174,828
                                               =============                               ==============

                                                            ------------                                 ------------
Net interest income (1)                                         $ 1,543                                      $ 1,370
                                                            ============                                 ============

Net interest spread (3)                                                          2.84%                                        2.69%
                                                                        =============                                =============
Net interest income to average
    interest earning assets (1)                                                  3.43%                                        3.33%
                                                                        =============                                =============
</TABLE>

(1)  Yields are expressed on a tax equivalent basis using a 34% tax rate.
(2)  For the purpose of these computations, nonaccruing loans are included in
     the amounts of average loans outstanding.
(3)  Net interest spread is the difference between the weighted average yield on
     interest-earning assets and the weighted average cost of interest-bearing
     liabilities.
(4)  Yields/Rates are expressed on annualized basis.
(5)  Interest income on loans excludes fees of $89,000 in 2003 and $70,000 in
     2002.
(6)  Interest income on loans includes fees of $30,893 in 2003 and $46,865 in
     2002 from the Business Manager Program, student loans and lease
     receivables.


                                       13
<PAGE>


PROVISION FOR LOAN LOSSES

     The amount charged to provision for loan losses is based on management's
evaluation of the loan portfolio. Management determines the adequacy of the
allowance for loan losses, based on past loan loss experience, current economic
conditions and composition of the loan portfolio. The allowance for loan losses
is the best estimate of management of the probable losses which have been
incurred as of a balance sheet date.

     The provision for loan losses is a charge to earnings which is made to
maintain the allowance for loan losses at a sufficient level. The provision for
loan losses for the three months ended March 31, 2003, and March 31, 2002,
amounted to $51,000 and $73,000, respectively. Loan quality remains stable and
past due and nonaccruals are minimal. Management believes the allowance for loan
losses is adequate and is not aware of any information relating to the loan
portfolio which it expects will materially impact future operating results,
liquidity or capital resources. In addition, federal regulators may require
additional reserves as a result of their examination of the bank. See
"Nonperforming Assets and Allowance for Loan Losses" for further discussion.

NONINTEREST INCOME

     Noninterest income for the three months ended March 31, 2003 increased
$35,000 or 10.2% to $381,000 from $345,000 in the first quarter of 2002. The
increase in noninterest income is attributable to fees generated from the Bounce
Protection program, overdraft fees, debit cards and trust fees offset by a
decrease in life insurance proceeds from death benefits received in 2002. The
increase in trust fees were a direct result of the fees earned from the
settlement of an estate.

     In March 2002, one of the Bank's Board of Directors passed away and the
Bank was the beneficiary of a life insurance policy on the director. The Bank
received $43,379 in a death benefit, $21,645 of which was recorded in assets as
cash surrender value. The difference of $21,734 was reflected in other operating
income.

NONINTEREST EXPENSES

     Noninterest expenses for the three months ended March 31, 2003, increased
$177,000 or 13.5% primarily due to increases in salaries and benefits and
furniture, fixtures and equipment expenses offset by a decrease in occupancy
expenses and other operating expenses. Salaries and employee benefits increased
due to normal recurring merit increases and increased health insurance costs and
hiring in the normal course of business. The increase in furniture and equipment
expense was due to an increase in depreciation expense relating to the new
computer equipment and peripherals associated with the upgrade of the Bank's
technology systems and the additional equipment acquired for the south
Martinsburg branch facility. The decrease in occupancy expenses is due to the
decrease in expenses associated with the temporary banking facility in
Martinsburg. The decrease in other operating expenses was due to a decrease in
telephone, ATM, NSF and other check losses offset by an increase in debit card
expenses and the Bounce program expenses. Employee training and food and
entertainment expenses increased as a direct result of the upgrade of the Bank's
technology systems.

INCOME TAXES

     The Bank's provision for income taxes increased $30,000 or 23.0% to
$163,000 for the three months ended March 31, 2003. The effective tax rates for
the first quarter of 2003 and 2002 were 34.0% and 32.6%, respectively. The
Bank's higher effective tax rate for the first three months of 2003 compared to
the first three months of 2002, is due to an decrease in nontaxable income,
principally life insurance proceeds. The increase in the income tax provision in
2003 is attributable to higher taxable income. The Bank's income tax expense
differs from the amount computed at statutory rates primarily due to the
tax-exempt earnings from certain investment securities.


                                       14
<PAGE>


FINANCIAL CONDITION

     The Bank's total assets at March 31, 2003 increased $1.1 million or 0.6% to
$192.7 million from December 31, 2002 due primarily to a $3.1 million increase
in investment securities and a $2.8 million increase in loans offset by a $1.6
million decrease in cash and due from banks and a $3.2 million decrease in
federal funds sold. The Bank's total liabilities increased $974,000 or 0.6% to
$176.3 million at March 31, 2003, consisting mainly of deposit growth, which
increased to $173.8 million. Shareholders' equity increased $137,000 to $16.4
million at March 31, 2003, primarily due to net income of $315,000 offset by a
$178,000 decrease in accumulated other comprehensive income. The only component
of accumulated other comprehensive income at March 31, 2003, was unrealized
gains and losses on available for sale securities, net of deferred income taxes.
The unrealized gains and losses are primarily a function of available market
interest rates relative to the yield being generated on the available for sale
portfolio. No earnings impact results unless the securities are actually sold.

LOAN PORTFOLIO

     At March 31, 2003, total loans increased $2.8 million or 2.2% to $131.1
million from $128.3 million at December 31, 2002. The loan mix showed a slight
change compared with December 31, 2002. The loan portfolio change is primarily
due to the reclassification of loans within the loan portfolio during the Bank's
recent mainframe computer conversion. The Bank feels additional growth in all
lending areas is possible during the remainder of 2003.


NONPERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

     Nonperforming assets consist of nonaccrual loans, loans which are past due
90 days or more and still accruing interest, restructured loans and other real
estate owned. The following table summarized the Bank's nonperforming assets as
of the periods shown:

<TABLE>
<CAPTION>
                                                     MARCH 31,               DECEMBER 31,
                                             -------------------------       ------------
                                               2003             2002             2002
                                             --------         --------       ------------
<S>                                          <C>              <C>              <C>
Nonaccrual loans                             $ 98,872         $171,578         $ 12,711

Loans past due 90 days or more
   still accruing interest                    556,457          125,861          553,170
                                             --------         --------         --------
Total nonperforming loans                    $655,329         $297,439         $565,881
                                             --------         --------         --------

Other real estate owned                      $  1,800         $ 30,000         $  1,800
                                             --------         --------         --------

Total nonperforming assets                   $657,129         $327,439         $567,681
                                             ========         ========         ========

Nonperforming loans/Total loans                  0.50%            0.27%            0.44%
Nonperforming assets/Total assets                0.34%            0.18%            0.30%
Allowance for loan losses/Total loans            1.16%            1.24%            1.16%
</TABLE>


     As of March 31, 2003, the Bank has no loans which management considers to
be impaired. Management is aware of three borrowers who have exhibited
weaknesses. Their loans have aggregate uninsured balances of $858,773. A
specific allowance of $100,000 related to these loans has been established as
part of the allowance for loan losses. The loans are collateralized and
management anticipates any additional potential loss would be minimal.

     The allowance for loan losses is the best estimate by management of the
probable losses which have been incurred as of a balance sheet date. Management
makes this determination


                                       15
<PAGE>

quarterly by its analysis of overall loan quality, changes in the mix and size
of the loan portfolio, previous loss experience, general economic conditions,
information about specific borrowers and other factors. The Bank's methodology
for determining the allowance for loan losses established both an allocated and
an unallocated component. The allocated portion of the allowance represents the
results of analyses of individual loans that the Bank monitors for potential
credit problems and pools of loans within the portfolio. Management bases the
allocated portion of the allowance for loans principally on current loan risk
ratings, historical loan loss rates adjusted to reflect current conditions, as
well as analyses of other factors that may have affected the collectibility of
loans in the portfolio. The Bank analyzes all commercial loans it is monitoring
as potential credit problems to determine whether those loans are impaired, with
impairment measured by reference to the borrowers' collateral values and cash
flows.

     The unallocated portion of the allowance for loan losses represents the
results of analyses that measure probable losses inherent in the portfolio that
are not adequately captured in the allocated allowance analyses. These analyses
include consideration of unidentified losses inherent in the portfolio resulting
from changing underwriting criteria, changes in the types and mix of loans
originated, industry concentrations and evaluations, allowance levels relative
to selected overall credit criteria and other economic indicators used to
estimate probable incurred losses. At March 31, 2003, and December 31, 2002, the
allowance for loans losses totaled $1.5 million. The allowance for loans losses
as a percentage of loans was 1.16% as of March 31, 2003 and December 31, 2002.

     An analysis of the allowance for loan losses is summarized below:

<TABLE>
<CAPTION>
In thousands                       MARCH 31,                    DECEMBER 31,
                          ---------------------------- ---------------------------
                                     2003                          2002
                          ---------------------------- ---------------------------
                                          PERCENT OF                PERCENT OF
                                        LOANS IN EACH              LOANS IN EACH
                                         CATEGORY TO                CATEGORY TO
                              AMOUNT     TOTAL LOANS     AMOUNT     TOTAL LOANS
                          ------------ --------------- ---------- ----------------
<S>                           <C>           <C>          <C>           <C>
Commercial, financial         $  557           20%       $  330            8%
    and agriculture
Real estate - mortgage           307           66           391           75
Installment and other            323           14           364           17
Unallocated                      327          N/A           399          N/A
                              ------        -----        ------        -----
       Total                  $1,514        100 %        $1,484        100 %
                              ======        =====        ======        =====
</TABLE>

DEPOSITS

     The Bank's deposits increased $781,000 or 0.5% during the three months
ended March 31, 2003. The Bank has experienced a slight change in the deposit
account mix during the first three months of 2003. Steady growth continues in
interest-bearing demand and savings deposits. The increase is primarily due to
the maturity of rate sensitive certificate of deposits and customers temporarily
placing their money in demand or savings accounts. The Bank has experienced a
slight decrease in other time deposits and rate sensitive jumbo certificate of
deposits during the first three months of 2003. The decrease is primarily due to
the maturity of the 36-month Ultimate Certificate of Deposit. These maturities
are offset by an increase in Individual Retirement Accounts (IRA) which has
experienced an increase due to customer's concerns with the weak economy and
stock market.

CAPITAL RESOURCES

     Shareholders' equity increased $137,000 or 0.8% during the first three
months of 2003 due to $315,000 in net income offset by a $178,000 decrease in
accumulated other comprehensive income. The Bank is subject to regulations of
the Office of the Comptroller of the Currency that impose certain minimum
regulatory capital requirements. Under each measure, the Bank was substantially
in excess of the minimum regulatory requirements, and, by definition was "well




                                       16
<PAGE>

capitalized" at March 31, 2003. The following table summarized, as of March 31,
2003, the Bank's capital ratios.

                                Components       Actual         Required
                                of Capital       Ratio           Ratio
                                ----------       -----           -----

Tier 1 Capital                    $15,892         8.2%           4.0%
Total Risk Based Capital          $17,313         15.2%          8.0%

RECENTLY ISSUED ACCOUNTING STANDARDS

     During the three months ended March 31, 2003 there were no new accounting
pronouncements requiring CNB's review and adoption.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk is the exposure to economic loss that arises from changes in
the values of certain financial instruments. The types of market risk exposures
generally faced by banking entities include interest rate risk, equity market
price risk, foreign currency risk and commodity price risk. Due to the nature of
its operations, only equity market price risk and interest rate risk are
significant to the Bank.

     The objective of the Bank's liquidity management program is to ensure the
continuous availability of funds to meet the withdrawal demands of depositors
and the credit needs of borrowers. The basis of the Bank's liquidity comes from
the stability of its core deposits. Liquidity is also available through the
available for sale securities portfolio and short-term funds such as federal
funds sold. At March 31, 2003, these totaled $47.4 million, or 24.6% of total
assets. In addition, liquidity may be generated through loan repayments and over
$7.0 million of available borrowing arrangements with correspondent banks. At
March 31, 2003, management considered the Bank's ability to satisfy its
anticipated liquidity needs over the next twelve months. Management believes
that the Bank is well positioned and has ample liquidity to satisfy these needs.
The Bank generated $935,000 of cash from operations in the first three months of
2003, which compares to $579,000 during the same time period in 2002. Additional
cash of $781,000 was generated through net financing activities through March
31, 2003, which compares to $5.9 million for the first three months of 2002.
These proceeds along with proceeds from the sales and maturities of investment
securities were used to fund loans and purchase securities during each year. Net
cash used in investing activities totaled $3.3 million during the first three
months of 2003 compared to $4.7 million during the same time period in 2002.
Details on both the sources and uses of cash are presented in the Consolidated
Statements of Cash Flows contained in the financial statements.

     The objective of the Bank's interest rate sensitivity management program,
also known as asset/liability management, is to maximize net interest income
while minimizing the risk of adverse effects from changing interest rates. This
is done by controlling the mix and maturities of interest sensitive assets and
liabilities. The Bank has established an asset/liability committee for this
purpose. Daily management of the Bank's sensitivity of earnings to changes in
interest rates within the Bank's policy guidelines are monitored by using a
combination of off-balance sheet and on-balance sheet financial instruments. The
Bank's Chief Executive Officer, Senior Lending Officer, Chief Financial Officer
and the Chief Operations Officer monitor day to day deposit flows, lending
requirements and the competitive environment. Rate changes occur within policy
guidelines if necessary to minimize adverse effects. Also, the Bank's policy is
intended to ensure the Bank measures a range of rate scenarios and patterns of
rate movements that are reasonably possible. The Bank measures the impact that
200 basis point changes in rates would have on earnings over the next twelve
months.


                                       17
<PAGE>

     In analyzing interest rate sensitivity for policy measurement, the Bank
compares its forecasted earnings in both a "high rate" and "low rate" scenario
to a base-line scenario. The Bank's base-line scenario is its estimated most
likely path for future short-term interest rates over the next 12 months. The
"high rate" and "low rate" scenarios assumes a 100 and 200 basis point increases
or decreases in the prime rate from the beginning point of the base-line
scenario over the most current 12-month period. The Bank's policy limit for the
maximum negative impact on earnings resulting from "high rate" or "low rate"
scenarios is 10 percent. The policy measurement period is 12 months in length,
beginning with the first month of the forecast.

     The Bank's base-line scenario holds the prime rate constant at 4.25 percent
through March 2004. Based on the April 2003 outlook, if interest rates increased
or decreased by 200 basis points, the model indicates that net interest income
during the policy measurement period would be affected by less than 10 percent,
in both an increasing or decreasing interest rate scenario.

ITEM 4. CONTROLS AND PROCEDURES

     The Company's chief executive officer and chief financial officer, based on
their evaluation within 90 days prior to the date of this report of the
Company's disclosure controls and procedures (as defined in Rule 13 (a) - 14 (c)
of the Securities Exchange Act of 1934), have concluded that the Company's
disclosure controls and procedures are adequate and effective for purposes of
Rule 13 (a) - 14 (c) and timely, alerting them to material information relating
to the Company required to be included in the Company's filings with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.

     There were no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their evaluation with the exception of the Company converting to the
use of new software for its core processing system on February 14, 2003. The
conversion significantly affected the Company's accounting systems as well as
the loan and deposit processing. The conversion resulted in changes to
procedures and controls, both manual and through electronic data processing.
Throughout the preparation for the conversion, the new procedures and controls
were reviewed and planned for and are in the implementation stage. Although, the
Company's procedures and controls have changed with the conversion, management's
conclusion that the controls are adequate and effective has not changed.

     Appearing immediately following the signatures of this quarterly report on
Form 10-Q, certificates of the chief executive officer and chief financial
officer appear. This form of certification is required in accordance with
Section 302 of the Sarbanes-Oxley Act of 2002. This section of the quarterly
report on Form 10-Q is the information concerning the controls evaluation
referred to in the Section 302 certifications. This information should be read
in conjunction with those certifications for a more complete understanding of
the topics presented.

     Disclosure controls are procedures that a company designs with the
objective of ensuring that information required to be disclosed in their reports
filed under the Securities Exchange Act of 1934 (such as this Form 10-Q), is
recorded, processed, summarized and reported within the time period specified
under the SEC's rules and forms. Disclosure controls are also designed with the
objective of ensuring that such information is accumulated and communicated to
management, including the CEO and CFO, as appropriate, to allow timely decisions
regarding required disclosure. Internal controls are procedures that a company
designs with the objective of providing reasonable assurance that transactions
are properly authorized, assets are safeguarded against unauthorized or improper
use and transactions are properly recorded and reported all to permit the
preparation of a company's financial statements in conformity with generally
accepted accounting principles.

     The company's management, including the CEO and CFO, does not expect that
our disclosure controls or internal controls will prevent all error and fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that


                                       18
<PAGE>

the objectives of the control system are met. Further, the design of a control
system must reflect that fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include
the realities that judgments and decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of control also is based in part upon certain assumptions about the
likelihood of future events and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.

     Based upon the controls evaluation conducted by our CEO and CFO, they have
concluded that, subject to the limitations noted above, the company's disclosure
controls are effective to ensure that material information relating to CNB
Financial Services and its subsidiaries is made known to management, including
the CEO and CFO, particularly during that period when our periodic reports are
being prepared, and that our internal controls are effective to provide
reasonable assurance that our financial statements are fairly presented in
conformity with generally accepted accounting principles.


                                       19
<PAGE>



                           PART II: OTHER INFORMATION

Item 1.  Legal Proceedings

         None; however, CNB is involved in various legal proceedings
         occurring in the ordinary course of business. There are no
         material legal proceedings to which CNB or its subsidiary is a
         part, or to which any of their property is subject.

Item 6.  Exhibits and Reports on Form 8-K

a.)      Exhibits:

         99.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002

         99.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002

b.)      Reports on Form 8-K:

         Date of Report      Item     Description
         --------------      ----     -----------

         May 12, 2003        12       The Company issued a press release that
                                      announced operating results of its first
                                      quarter ended March 31, 2003





                                       20
<PAGE>



                                   SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


CNB Financial Services, Inc.
----------------------------
        (Registrant)



Date   May 12, 2003                /s/ Thomas F. Rokisky, President/CEO
       ----------------            ------------------------------------

Date   May 12, 2003                /s/ Rebecca S. Stotler, Vice  President/CFO
       ----------------            ------------------------------------









                                       21
<PAGE>



                  CERTIFICATION PURSUANT TO
                  18 U.S.C. SECTION 1350
                  AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, Thomas F. Rokisky, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CNB Financial Services,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


  Date:  May 12, 2003
       --------------------

                                     /s/ Thomas F. Rokisky, President/CEO
                                   -----------------------------------------
                                                 [Signature]
                                                  [Title]



                                       22
<PAGE>


                  CERTIFICATION PURSUANT TO
                  18 U.S.C. SECTION 1350
                  AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, Rebecca S. Stotler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CNB Financial Services,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


  Date:  May 12, 2003
       --------------------

                                      /s/ Rebecca S. Stotler, VP/CFO
                               ------------------------------------------------
                                      [Signature]
                                      [Title]



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